미국 회사법 시장 체계에 관한 연구－ 州 회사법 시장의 독점적 경쟁시장화와 자유주의적 회사법 형성의 관점에서

Contrary to popular belief, all the corporations of a country are not competitive when the country has a competitive corporate law. In this paper, however, I try to highlight the advantages of a competitive U.S. corporate law market system because I believe that it helps U.S. cor- porations conduct business. We study the corporate laws of the so-called developed countries even though its corporate laws are not always competitive, and investigate how its provisions can benefit Korean corporations. Each of the 50 states in the United States has different corporate laws. In addition, every corporation can select incorporating states regardless of where the business is based. Traditionally, many scholars have regarded the characteristics of the U.S. corporate law competition system among states as “the corporate law market.” Scholarly opinions on this topic can be categorized into “race to the top” and “race to the bottom.”In my opinion, first, the U.S. corporate law market has been maintained as “a monopolistic competitive market that aims to create a perfectly competitive market.” Second, “liberal” corporate laws have been consistently implemented in the United States. These characteristics may have implications for a future model of Korean Commercial Law. Several rules of the U.S. corporate law have been incorporated into the Korean Commercial Law. However, further research needs to be conducted to identify ways to reduce the limitations of the U.S. corporate law and magnify its advantages to suit the Korean context.